Declarations Required for Trade Board Filings

Before you file corporate documents with a trade board in Brazil, make sure you’ve included the necessary declarations. Articles of incorporation and their amendments as well as annual shareholders resolutions may not get registered if they don’t include the required declarations.

A document that appoints administrators must include a declaration from each administrator. That’s because article 1.011 of the Brazilian Civil Code states that people prohibited by special law or convicted for certain crimes can’t act as administrators. Therefore, the declaration serves to confirm that the person isn’t barred from representing the company.

Another important declaration is connected with capital contributions. Say you want to increase the capital of your Brazilian company. Before filing the amendment to the articles, all shareholders must declare in writing that they’ve contributed the previous capital in full. This is provided for in article 1.081 of the Brazilian Civil Code.

And yet another declaration is related to the registration of annual shareholders resolutions with the trade board. If the entity isn’t a large corporation, this must be attested to by the administrator and the accountant in a separate document. Otherwise, in São Paulo, the trade board will require proof of publication of the company’s financials. Large corporations are those with over BRL$240 million in assets or annual gross revenue of BRL$300 million.

Before filing with a trade board in Brazil, make sure to include any required declarations. Otherwise, you risk unnecessary rejections, which will ultimately delay your ability to get work done.